Date and Time:
July 15, 2022 10:00 am - 4:30 pm
Event Location:
Online, India
Description
Mergers and acquisitions (M&A) describe the consolidation of companies or assets through various types of financial transactions, including mergers, acquisitions, consolidations, tender offers, purchase of assets, and management acquisitions.
In an acquisition, one company purchases the other outright; a merger is the combination of two firms, which subsequently form a new legal entity under the banner of one corporate name. A business valuation is the process of determining the economic value of a business, giving owners an objective estimate of the value of their company.
Benefits of attending:
- Obtaining quality staff or additional skills, knowledge of your industry or sector and other business intelligence
- Accessing funds or valuable assets for new development
- Your business underperforming
- Accessing a wider customer base and increasing your market share
Who should attend?
- Investment banks
- Finance Professionals
- CFOs
- CEOs
- Directors
Thought Leaders:
- Harshal Choudhary
Principal Consultant/Associate Director, Transaction Advisory
Nexdigm - Shafaq Uraizee Sapre
Partner
JSA I advocates & solicitors - Shraddha Shah
Associate Director, M&A Tax and Regulatory Services, Private Client
Nexdigm - Subodh Dandawate
Associate Director – Regulatory Services
Nexdigm - Jayasimha Pasumarti
Director – Investment Banking
JPR Capital
Event Timelines
Session 1: Introduction:
• An Introduction to M&A in India
• Due to diligence and interlinkage with transaction documentation
• M&A deal process
• Structuring an M&A Deal
• Analyzing Mergers and Acquisitions
Negotiation techniques from the M&A World
• Preparing for M&A Deal Negotiation
• Key Motives of the M&A Deal
• Understanding the Needs of Negotiating Parties
• Reservation Values/BATNA
• Representation and Warranties of the Seller
• Alternatives in Breaking Deadlock
• Case Studies and Pit Falls to avoid
Session 2: M&A Deal Documentation, Legal Issues & Tax Implications
• M&A Deal Documentation & Legal Issues –
o Term Sheets and NDA, time frames
o Structure of a Sale and Purchase Agreement
o Assets vs. share purchase
o Representations & warranties- limitations, claw backs, escrow
o Disclosures, Covenants & Indemnities
o Conditions Precedent and Subsequent
o Price and payment structures, earn-outs, use of crypto currencies
o Force Majeure, pandemics and other relevant matters
o Competition and Anti-trust considerations
o Signing and Completion Issues
• Tax Implications:
o Tax Considerations in M&A Transactions
o Tax Issues in Cross Border M&A Deals
o Capital Gain Tax
o Recent Regulatory changing affecting M&A Transactions
Lunch Break
Session 3: Corporate Restructuring
• Merger and Demerger ¬ with the schemes of arrangement or compromise Sec 230 to 234 of the Companies Act
o Merger and Amalgamation under Sec 230 to sec 234 of Cos Act
o Merger of Indian company with foreign company
o Fast track mergers
o Advantages and Disadvantages of Merger
o Advantages and Disadvantages of Demerger
o Relevant Laws applicable
Session 4: Unlocking Key Factors that Influence Valuation:
• Basic theory of business valuation in M&A
• How to gather useful data on the economy, industry and specific businesses to assist in valuation accuracy
• Valuation fundamentals and techniques applied to mergers and acquisitions
• Risk assessment, free cash flows and value drivers - An analysis
• Cross-border M&A Valuation issues
• Key points in valuing a private company for M&A
